The cellular pathways involved in the impairment of insulin signaling by cellular stress, triggered by the inflammatory cytokine tumor necrosis factor-␣ (TNF) or by translational inhibitors like cycloheximide and anisomycin were studied. Similar to TNF, cycloheximide and anisomycin stimulated serine phosphorylation of IRS-1 and IRS-2, reduced their ability to interact with the insulin receptor, inhibited the insulin-induced tyrosine phosphorylation of IRS proteins, and diminished their association with phosphatidylinositol 3-kinase (PI3K). These defects were partially reversed by wortmannin and LY294002, indicating that a PI3K-regulated step is critical for the impairment of insulin signaling by cellular stress. Induction of cellular stress resulted in complex formation between PI3K and ErbB2/ErbB3 and enhanced PI3K activity, implicating ErbB proteins as downstream effectors of stress-induced insulin resistance. Indeed, stimulation of ErbB2/ErbB3 by NDF1, the ErbB3 ligand, inhibited IRS protein tyrosine phosphorylation and recruitment of downstream effectors. Specific inhibitors of the ErbB2 tyrosine kinase abrogated the activation of ErbB2/ErbB3 and in parallel prevented the reduction in IRS protein functions. Taken together, our results suggest a novel mechanism by which cellular stress induces cross-talk between two different signaling pathways. Stress-dependent transactivation of ErbB2/ErbB3 receptors triggers a PI3K cascade that induces serine phosphorylation of IRS proteins culminating in insulin resistance.Insulin mediates a wide spectrum of biological responses upon binding to its cell surface receptor (1). In response to ligand binding, the insulin receptor (IR) 1 undergoes tyrosine autophosphorylation of the  subunit, which activates the catalytic domain to further phosphorylate cellular substrates. These include the insulin receptor substrates (IRS) 1, 2, 3, and 4, and Shc (2, 3). Tyrosine-phosphorylated IRS proteins recruit a variety of Src homology-2 (SH2) domain-containing proteins like phosphatidylinositol 3-kinase (PI3K), Grb-2, SHP-2, Nck, and Crk (4, 5), which further propagate intracellular signaling, culminating in both metabolic and growth-promoting functions of insulin. Insulin resistance is a common pathological state in which target cells fail to respond to ordinary levels of circulating insulin (6 -8). It is associated with obesity, type 2 diabetes, and conditions of acute and chronic stress like sepsis, advanced cancer, burn injury, and muscle damage (7-12). The inflammatory cytokine tumor necrosis factor-␣ (TNF) has been implicated as the mediator of insulin resistance under these pathological conditions (10,13). Several studies have demonstrated that TNF confers insulin resistance by promoting phosphorylation of serine residues on IRS-1 and IRS-2 (14 -16). This impairs the interaction of the IRS proteins with the IR and diminishes their ability to undergo insulin-induced tyrosine phosphorylation (16). Moreover, serine-phosphorylated IRS-1 was found to inhibit insulin-induced tyrosin...